D-BOX Technologies Inc. — Interim / Quarterly Report 2021

Jan 26, 2021

Form 51 – 102F3

Material Change Report

1. Name and Address of Company

D-BOX Technologies Inc. 2172 rue de la Province Longueuil, Québec J4G 1R7

2. Date of Material Change

January 25, 2021.

3. News Release

D-BOX Technologies Inc. (“ D-BOX ”) issued a press release with respect to the material change described below on January 25, 2021 via GlobeNewswire.

4. Summary of Material Change

On January 25, 2021, D-BOX refiled its unaudited interim condensed consolidated financial statements for the three and six-month periods ended September 30, 2020 and its amended management’s discussion and analysis for the period ended September 30, 2020.

5. Full Description of Material Change

5.1. Full Description of Material Change

On January 25, 2021, D-BOX refiled its unaudited interim condensed consolidated financial statements for the three and six-month periods ended September 30, 2020 and its amended management’s discussion and analysis for the period ended September 30, 2020 to reflect certain adjustments resulting from the reversal of a $414,000 restructuring provision previously taken which is no longer required.

The impact of the aforementioned amendment to the unaudited interim condensed consolidated financial statements for the three and six-month periods ended September 30, 2020 is as follows:

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS

				sed consolidated0 is as follows:
				As PreviouslyReportedSix Months2020$
	As Amended	As PreviouslyReported	As Amended	As PreviouslyReported
Quarters and six-month periods endedSeptember 30[in thousands of Canadian dollars,except share and per-share amounts]	SecondQuarter2020	SecondQuarter2020	Six Months2020$	Six Months2020$
	$	$
Other expenses
Selling and marketing	489	903	1,075	1,489
Total other expenses	1,314	1,728	3,094	3,508
Loss before financial expenses(income) andincome taxes	(443)	(857)	(1,316)	(1,730)

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Loss before income taxes	(541)	(955)	(1,507)	(1,921)
Net loss	(540)	(954)	(1,506)	(1,920)
Comprehensive loss	(494)	(908)	(1,291)	(1,705)
Basic and diluted net loss pershare	(0.003)	(0.005)	(0.009)	(0.010)

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Six-month periods ended September30, 2020[in thousands of Canadian dollars]	As AmendedDeficit$	As PreviouslyReportedDeficit$	As AmendedTotal$	As PreviouslyReportedTotal$
Net loss	(1,506)	(1,920)	(1,506)	(1,920)
Comprehensive loss	(1,506)	(1,920)	(1,291)	(1,705)
Balance as at September 30, 2020	(51,477)	(51,891)	13,136	12,722

UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS

	As Amended	As Previously Reported
As at[in thousands of Canadian dollars]	September 30, 2020$	September 30, 2020$
Current liabilities
Account payable and accrued liabilities	2,984	3,398
Total current liabilities	7,527	7,941
Total liabilities	10,213	10,627
Equity
Deficit	(51,477)	(51,891)
Total equity	13,136	12,722

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

	As Amended	As PreviouslyReported
Six-month period ended September 30[in thousands of Canadian dollars]	2020$	2020$
Operating activities
Netlosses	(1,506)	(1,920)
Cash flows (used in) provided by operations before changesinworking capital items	(1,893)	(2,307)
Changesinworking capital items:
Account payable and accruedliabilities	(1,488)	(1,074)
Totalchangesinworking capital items	2,137	2,551

5.2. Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

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7. Omitted Information

Not applicable.

8. Executive Officer

The senior officer who can answer questions regarding this report is Mr. Steve Li, Vice President, Investor Relations and Corporate Strategy of D-BOX. Mr. Li can be reached at (450) 442-3003, Extension 403.

9. Date of Report

January 26, 2021.